DEBT (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt Instruments

(in thousands)	March 31, 2022		December 31, 2021
2021 Credit Facility(1)	$	210,000	$	210,000
Sellers’ Notes(2)	13,493		39,116
Finance liabilities	17,750		17,750
Total debt	$	241,243	$	266,866
Current portion of debt	$	11,140	$	27,980
Less: unamortized deferred financing costs	33		40
Current portion of debt, net	$	11,107	$	27,940
Long-term debt	$	230,103	$	238,886
Less: unamortized deferred financing costs	7,510		8,040
Long-term debt, net	$	222,593	$	230,846

(1)On August 27, 2021, the Company entered into a credit agreement with a group of lenders (the “2021 Credit Agreement”) that provides for a term loan of $210,000 (the “2021 Credit Facility”), which was borrowed in full. The 2021 Credit Facility matures on August 27, 2025 and does not require scheduled principal amortization payments. Borrowings under the 2021 Credit Facility bear interest at a rate of 9.5% per annum, payable quarterly and, as to any portion of the term loan that is prepaid, on the date of prepayment. We incurred total financing costs of $8,806, that are being amortized to interest expense over the term of 2021 Credit Facility using the straight-line method which approximates the interest rate method.

Mandatory prepayments are required from proceeds of certain events, including the proceeds of indebtedness that is not permitted under the agreement and asset sales and casualty events, subject to customary reinvestment rights. The Company may prepay the 2021 Credit Facility at any time, subject to a customary make-whole payment or prepayment penalty, as applicable. Once repaid, amounts borrowed under the 2021 Credit Facility may not be re-borrowed. The 2021 Credit Agreement permits the company to request an extension of the maturity date for 364 days, in the lenders’ discretion, and to

increase the 2021 Credit Facility up to $275,000 if the then-existing lenders (or other lenders) agree to provide such additional term loans.

The Company is required to comply with two financial covenants under the 2021 Credit Agreement. The Company may not permit its liquidity (defined as unrestricted cash and cash equivalents pledged under the 2021 Credit Facility plus any future revolving credit availability) to be below $20,000 as of the last day of any fiscal quarter. Additionally, the Company may not permit the ratio of Consolidated EBITDA (as defined in the 2021 Credit Agreement) to consolidated cash interest expense for any period of four consecutive fiscal quarters to be less than 2.25:1.00 for the period ending March 31, 2022, and less than 2.50:1.00 for the period ending June 30, 2022 and thereafter. The Company has a customary equity cure right for each of these financial covenants. The Company is in compliance with these covenants as of March 31, 2022.

The 2021 Credit Agreement requires the Company to make certain representations and warranties and to comply with customary covenants, including restrictions on the payment of dividends, repurchase of stock, incurrence of indebtedness, dispositions, and acquisitions. The 2021 Credit Agreement also contains customary events of default including: non-payment of principal or interest; violations of covenants; bankruptcy; change of control; cross defaults to other debt; and material judgments. The 2021 Credit Facility is guaranteed by all of the Company’s subsidiaries and is secured by substantially all of the assets of the Company and its subsidiaries.

(2)Sellers’ Notes consist of amounts owed for acquisitions or other purchases. During the three months ended March 31, 2022, we repaid $24,839 to the former owners of two entities that we previously acquired, which is included in “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2021. A total of $8,000 remains due to the former owners of one entity that we previously acquired, which is included on the unaudited Condensed Consolidated Balance Sheets under the caption “Current portion of debt, net” at March 31, 2022 and Long-term debt, net” at December 31, 2021.

Additionally, at March 31, 2022, $5,493 remains due under the purchase of a non-controlling interest, of which $3,140 and $2,353 is included in “Current portion of debt, net” and “Long-term debt, net” respectively on the unaudited Condensed Consolidated Balance Sheet. At December 31, 2021, $3,140 and $3,136 is included in “Current portion of debt, net” and “Long-term debt, net” respectively.

Schedule of Maturities of Debt

At March 31, 2022, the following cash payments are required under our debt arrangements:

(in thousands)	Remainder of 2022		2023		2024		2025		2026		Total
Sellers’ notes(1)	$	2,357	$	11,143	$	—	$	—	$	—	$	13,500
Term note maturities	—		—		—		210,000		—		210,000

(1)Certain cash payments include an interest accretion component.

Schedule of Interest Expense

Interest expense during 2022 and 2021 consisted of the following:

	Three Months Ended March 31,
(in thousands)	2022		2021
Cash interest	$	4,943	$	3,426
Accretion	573		3,412
Interest on financing liability(1)	515		499
Total	$	6,031	$	7,337

(1)Interest on financing liability related to failed sale leaseback transactions. See Note 10, “Leases,” for additional details.